Customer Service at Heart of Proposed Settlement Between Qwest Communications and Touch America

DENVER, June 24, 2003 ? Qwest Communications International Inc. (NYSE: Q) and Touch America Holdings, Inc. (OTC: TCAHQ) today announced an agreement in principle that will maintain service quality and reliability for Qwest and Touch America customers during Touch America?s bankruptcy proceeding. Under the proposed settlement agreement, which must still be approved by the bankruptcy court, services currently provided by Touch America to Qwest and by Qwest to Touch America will continue.

The settlement contains provisions to ensure Touch America or a third party will continue to provide all services currently provided to Qwest. To maintain service continuity, Qwest will purchase, and Touch America will continue to provide, voice and data transport services in the 14 states where Qwest provides local service. Qwest also has agreed to purchase certain fiber routes from Touch America, and Touch America will maintain all existing capacity service, which it currently provides to Qwest.

In addition, the settlement terms provide for the termination of all disputes and litigation between Touch America and Qwest, including commercial arbitration and proceedings before the Federal Communications Commission and in federal court. The settlement terms resolve, without any payment by Touch America, the issues arising from the March 24, 2003 Interim Opinion and Award issued in the arbitration of billing disputes, as well as the payment due from Qwest to Touch America in February 2004 for the purchase of Touch America?s investment in TW Wireless.

Finally, the settlement terms provide for Debtor-in-Possession financing to Touch America from Qwest. This financing, provided at very competitive terms, would assure sufficient funding for Touch America to achieve the objectives of its Chapter 11 bankruptcy filing.

?We?re pleased to have reached this settlement with Touch America,? said Pat Engels, executive vice president for Qwest?s product and pricing group. ?Customers expect and deserve outstanding, dependable service. Under the agreement we?ve cooperatively reached with Touch America, customers will continue to experience reliable and excellent service. This is an excellent, strategic agreement that supports our Spirit of Service and is in the best interests of customers, our company and shareholders.?

?This settlement agreement will ensure that we continue with the same quality of service for Qwest and its customers and for all our customers, and it will allow an orderly transition as Touch America winds down its business,? said Bob Gannon, Touch America?s Chairman and CEO.

About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading provider of voice, video and data services to more than 25 million customers. The company?s 50,000 employees are committed to the ?Spirit of Service? and providing world-class services that exceed customers? expectations for quality, value and reliability. For more information, please visit the Qwest Web site at www.qwest.com.

About Touch America

Touch America, Inc. is a broadband fiber-optic network and product and services telecommunications company, providing customized voice, data and video transport, as well as Internet services, to wholesale and business customers. The company provides the latest in IP, ATM and Frame Relay protocols and private line services for transporting information with speed, privacy and convenience. Touch America, Inc. is the telecommunications operating subsidiary of Touch America Holdings, Inc. More information can be found at www.tamerica.com.

This release may contain projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by us with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including but not limited to: unanticipated delays in completing the process of our restatement of historical financial statements and related audits; the duration and extent of the current economic downturn in our 14-state local service area, including its effect on our customers and suppliers; the effects of our anticipated restatement of historical financial statements including delays in or restrictions on our ability to access the capital markets or other adverse effects to our business and financial position; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the SEC's current investigation into our accounting policies, practices and procedures and certain transactions; any adverse outcome of the current investigation by the U.S. Attorney's office in Denver into certain matters relating to us; adverse results of increased review and scrutiny by Congress, regulatory authorities, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; the failure of our chief executive and chief financial officers to provide certain certifications relating to certain public filings; delays in making required public filings with the SEC; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings, including any adverse outcome of current or future legal proceedings related to matters that are the subject of governmental investigations, and, to the extent not covered by insurance, if any, our inability to satisfy any resulting obligations from funds available to us, if any; our future ability to provide interLATA services within our 14-state local service area; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete, including the likelihood of certain of our competitors emerging from bankruptcy court protection or otherwise reorganizing their capital structure and competing effectively against us; changes in demand for our products and services; dependence on new product development and acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditure of financial and other resources in excess of contemplated levels; higher than anticipated employee levels, capital expenditures and operating expenses; adverse changes in the regulatory or legislative environment affecting our business; and changes in the outcome of future events from the assumed outcome included in our significant accounting policies.

The information contained in this release is a statement of Qwest's present intention, belief or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and Qwest's assumptions. Qwest may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in Qwest's assumptions or otherwise. The cautionary statements contained or referred to in this release should be considered in connection with any subsequent written or oral forward-looking statements that Qwest or persons acting on its behalf may issue. This release may include analysts' estimates and other information prepared by third parties for which Qwest assumes no responsibility.

Qwest undertakes no obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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